Form: 4

Statement of changes in beneficial ownership of securities

January 4, 2022

4: Statement of changes in beneficial ownership of securities

Published on January 4, 2022

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
STEPHENSON ROBERT O
   2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [OHI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last)
(First)
(Middle)
303 INTERNATIONAL CIRCLE, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2021
(Street)

HUNT VALLEY, MD 21030		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2021   M   12,057 (1) A $ 29.59 247,306 D  
Common Stock 12/31/2021   F   5,933 (2) D $ 29.59 241,373 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Profits Interest Units (3) (4) 12/31/2021   M     27,414   (5)   (5) OP Units 27,414 $ 0 36,750 D  
OP Units (4) 12/31/2021   M   27,414     (4)   (4) Common Stock 27,414 $ 0 208,806 D  
Profits Interest Units (3) (4) 12/31/2021   M     17,122   (6)   (7) OP Units 17,122 $ 0 36,750 D  
OP Units (4) 12/31/2021   M   17,122     (4)   (4) Common Stock 17,122 $ 0 225,128 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEPHENSON ROBERT O
303 INTERNATIONAL CIRCLE
SUITE 200
HUNT VALLEY, MD 21030		       CHIEF FINANCIAL OFFICER  

Signatures

 /s/ Thomas H Peterson, Attorney-in-Fact   01/04/2022
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents 25% of the total Restricted Stock Units ("RSUs") earned based on the 2018-2020 performance period and vests into common stock or deferred common stock (at the election of the reporting person) at the end of each quarter of 2021, subject to continued employment and accelerated vesting upon certain events.
(2) Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax liability.
(3) Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner. Each PIU represents a contingent right to receive one unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
(4) Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one share of Issuer common stock, or at the Issuer's election, one share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
(5) Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2021 based on the performance for the 2018-2020 performance period, subject to continued employment and accelerated vesting under certain circumstances.
(6) Represents PIUs subject to 3-year, time-based vesting into OP Units that were granted in 2019, subject to continued employment and accelerated vesting under certain circumstances.
(7) Represents PIUs subject to 3-year, time-based vesting into OP Units that were granted in 2019, subject to continued employment and accelerated vesting under certain circumstances.

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